-1- BYLAWS OF THE HAWAII COMMUNITY DEVELOPMENT

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BYLAWS OF THE

HAWAII COMMUNITY DEVELOPMENT AUTHORITY

677 ALA MOANA BOULEVARD, Suite 1001

HONOLULU, HAWAII

96813

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BYLAWS OF THE

HAWAII COMMUNITY DEVELOPMENT AUTHORITY

Revised: January 5, 2005

ARTICLE I – NAME

Section 1. Name. The official name of the Authority

shall be “Hawaii Community Development Authority”.

Section 2. Seal. The seal of the Authority shall be

in the form of a circle and shall bear the name of the

Authority and the symbol of the State of Hawaii.

Section 3. Office and Place of Meeting. The office

of the Authority shall be at 677 Ala Moana Boulevard, Room

1001, Honolulu, Hawaii, but the Authority may hold its

meetings at such places as may be designated by the

Chairperson.

ARTICLE II – MEMBERS OF AGENCY

Section 1. Appointment. The Authority shall consist

of members as may be appointed pursuant to HRS 206E-3 and

shall serve in accordance with provisions of State law.

Section 2. Powers. The powers of the Authority shall

be vested in the members thereof then in office.

Section 3. Terms of Office. The members of the

Authority shall serve for such terms as provided by State

law.

Notwithstanding the term of office as stated above,

the term of an Authority member shall expire upon the

failure of the member, without valid excuse, to attend

three consecutive meetings duly noticed to all members of

the Authority and where the Authority failed to constitute

quorum necessary to transact business. The Chairperson or

the Acting Chairperson of the Authority shall determine if

the absence of the member is excusable. The expiration of

the member’s term shall be effective immediately after the

third consecutive unattended meeting and unexcused absence.

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This provision shall not apply to ex officio members of the

Authority.

Section 4. Compensation. No member of the Authority

who is appointed or elected to any office thereof shall

receive any compensation thereof other than reimbursement

for necessary expenses incurred in performing such

additional duties.

ARTICLE III – OFFICERS

Section 1. Regular Officers. Regular officers of the

Authority shall be the Chairperson, Vice-Chairperson, and

Secretary.

Section 2. Appointments and Elections. The

Chairperson, Vice-Chairperson, and Secretary shall be

elected by the Authority from among its members.

As provided by State law, the Executive Director shall

be appointed by the Authority.

Regular elections shall be held on the first regular

or a special meeting held after July 1

st

of each year, and

the officers elected at each regular election shall take

office immediately following their election. Special

elections to fill vacancies shall be held at the meeting at

which the vacancy is officially declared to exist.

Section 3. Terms of Office. The terms of office of

the Chairperson and Vice-Chairperson, and Secretary shall

be for twelve calendar months from the date of their

election to the following year or until their successors

are duly elected or in the case of an officer elected to

fill a vacancy, for the unexpired term of the officer thus

succeeded.

The term of office of the Executive Director shall be

at the pleasure of the Authority.

Section 4. Vacancies. Should the office of

Chairperson, Vice-Chairperson and Secretary become vacant,

the Authority shall fill the vacancy by electing another

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Chairperson, Vice-Chairperson or Secretary from among its

members to fill such vacancy.

Should the position of Executive Director become

vacant, the Authority may appoint an Interim Executive

Director until such vacancy is filled by a permanent

appointment.

Section 5. Duties of Officers. The Chairperson shall

preside at all meetings of the Authority. At such meetings

he/she shall submit such information and recommendations to

the Authority as he/she may deem proper concerning the

policies and other affairs of the Authority.

The Chairperson, and, in the absence or incapacity of

the Chairperson, the Vice-Chairperson shall have the power

to sign all contracts, deeds, leases, and other instruments

required to be executed by the Authority upon approval by

the Authority of the project, activity, or action in

connection with which such documents are required. In the

absence, incapacity or unavailability of both the

Chairperson and Vice-Chairperson, any other available

member of the Authority shall be empowered to sign all such

documents for and on behalf of the Authority. Letters of

agreements for services, as distinguished from formal

contracts, involving amounts authorized by the Authority,

may be signed by the Executive Director, or in his/her

absence the person designated by him/her. Agreements to

sell, tenancy permits, contract for utility services and

such other routine papers and forms to be executed by the

Authority in the course of execution of any Authority

projects, may be signed by the Executive Director, or any

employee of the Authority designated by the Executive

Director without prior and further authorization of the

Authority. All documents which bind the Authority to a

legal obligation shall first be approved as to form and

legality by legal counsel for the Authority.

The Vice-Chairperson shall perform the duties of the

Chairperson in the absence of incapacity of the

Chairperson. In case of resignation or incapacity of the

Chairperson, the Vice-Chairperson shall perform such duties

as are imposed on the Chairperson until such time as the

Authority shall elect a new Chairperson.

In case of the absence or incapacity of both the

Chairperson and Vice-Chairperson, the member of the

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Authority who is senior in service based on the current

term of office shall perform the duties of the Chairperson.

The Secretary shall be responsible for and sign the

minutes of the meetings of the Authority. In the absence

or incapacity of the Secretary, the Chairperson shall

perform the duties of the Secretary.

The Executive Director shall serve as the chief

executive officer of the Authority, shall be directly

responsible to the Authority, and shall have control of and

responsibility for the execution of the Authority’s

policies, the administration of its affairs, and the

employment and supervision of its personnel. At each

meeting of the Authority, the Executive Director shall

furnish its members with such information and make such

recommendations as shall be necessary to effect the

purposes of the Authority and for the proper administration

of its affairs. The Executive Director shall authorize and

certify payrolls, requisitions, invoices, and other

documents essential to the proper administration of the

Authority.

ARTICLE IV – MEETINGS

Section 1. Regular Meetings. Regular meetings shall

be held at the regular meeting place of the Authority on

the first Wednesday of the month excepting if such date is

a legal holiday, then the regular meeting for such date

shall be held on the day immediately following such

holiday. Any and all business of the Authority may be

transacted at such regular meetings.

Section 2. Special Meetings. Special meetings shall

be held at such times and places as the Authority may

determine, or may be called by the Chairperson at such time

and place as he may determine, and must be called by

him/her upon written request of three or more members of

the Authority filed with the Executive Director. Notice of

any special meeting must be given to each member of the

Authority at least seventy-two (72) hours prior to the date

of such special meeting. At such special meeting no

business shall be considered other than as designated in

the notice.

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Section 3. Change of Meeting Dates. The Authority

may hold its regular meetings on dates, times, and places

other than the stipulated dates, times, and places,

provided however, that proper notice be given of the change

of dates, times, and places.

Section 4. Executive Meetings. The Authority may

hold an executive meeting closed to the public upon

fulfillment of the requirements therefor and for reasons

prescribed by law.

Section 5. Emergency Meetings. The Authority may

convene an emergency meeting in less time than is normally

required upon finding that an imminent peril to the public

health, safety, or welfare exists. The Authority may also

convene an emergency meeting where it must take action on a

matter over which it has supervision, control, jurisdiction

or advisory power because of an unanticipated event as

provided by State law. The Authority shall adhere to all

emergency meeting requirements as prescribed by law.

Section 6. Public Notice. The Authority shall adhere

to all public notice requirements as prescribed by law.

Section 7. Quorum. The powers of the Authority shall

be vested in the members of the Authority thereof in office

from time to time. Quorum shall be determined as provided

by State law.

Section 8. Order of Business. At the regular

meetings of the Authority the following shall be the order

of business:

1. Roll Call.

2. Approval of minutes.

3. Report of the Executive Director.

4. Unfinished business.

5. New Business.

6. Adjournment.

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All resolutions shall be written and shall be copied

in a journal of the proceedings of the Authority.

Section 9. Manner of Voting. The voting on all

questions coming before the Authority shall be entered upon

the minutes of such meeting.

Section 10. Testimony. Oral and written testimony

shall be accepted by the Authority from the public on any

item listed on its meeting agenda. Public testimony that

is unrelated to a matter listed on the agenda will be

declined. Written testimony should be submitted to: Hawaii

Community Development Authority, 677 Ala Moana Boulevard,

Suite 1001, Honolulu, Hawaii 96813 or faxed to 587-8150.

Oral testimony shall be limited, as determined and

announced by the Chairperson, to between three (3) and five

(5) minutes per person dependent on the number of

testifiers.

Section 11. Parliamentary Procedure. Robert’s Rules

of Order shall apply in situations not covered by these

bylaws or applicable statutes.

ARTICLE V – AMENDMENTS

These bylaws may be amended only by a majority vote of

all members to which the Authority is entitled.